5 July
2024
Smurfit Kappa Group plc
("Smurfit Kappa")
Effectiveness of the
Scheme
Smurfit Kappa is pleased to announce
that the scheme of arrangement in connection with the Combination
of Smurfit Kappa and WestRock (the "Scheme") will become effective at 5:00
p.m. (New York City time) today, 5 July 2024, following which
Smurfit WestRock Shares will be allotted and issued to the Scheme
Shareholders pursuant to the terms of the Scheme.
Next Steps
It is expected that, on Monday, 8
July 2024:
· the
Smurfit Kappa Shares will be delisted from (i) the
premium listing segment of the Official List of
the FCA, and (ii) the Official List of Euronext Dublin, with effect
from 8:00 a.m.;
· the
Smurfit WestRock Shares will be admitted to the standard listing
segment of the Official List of the FCA and commence trading on the
LSE's main market for listed securities, with effect from 8:00
a.m.; and
· the
Smurfit WestRock Shares will trade on the New York Stock Exchange
with effect from 9:30 a.m. (New York City time).
All dates and times above are based
on current expectations and are subject to change. All times shown
in this announcement are UK and Irish times, unless otherwise
stated. Any changes to the above timeline will be notified by
announcement through a Regulatory Information Service.
Further announcements will be made
in due course, as appropriate.
Capitalised terms used in this
announcement, unless otherwise defined, have the meanings assigned
to them in the shareholder circular published by Smurfit Kappa on
14 May 2024.
Enquiries
For further information, please
contact:
Additional
Information about the Combination and Where to Find
It
In connection with the Combination, Smurfit
WestRock has filed with the US Securities and Exchange Commission
(the "US SEC") a
registration statement on Form S-4 (Reg. No. 333-278185) (as
amended and as may be further amended or supplemented from time to
time, the "US Registration
Statement"), which was declared effective by the US SEC on
26 April 2024, that includes a prospectus (the "US Prospectus") relating to the offer
and sale of the Smurfit WestRock Shares to WestRock Shareholders in
connection with the Combination. In addition, on 26 April 2024,
WestRock filed a separate definitive proxy statement with the US
SEC with respect to the special meeting of WestRock Shareholders in
connection with the Combination (as it may be amended or
supplemented from time to time, the "US Proxy Statement"). WestRock
commenced mailing of the US Proxy Statement to WestRock
Shareholders on or about 1 May 2024. This announcement is not a
substitute for any registration statement, prospectus, proxy
statement or other document that Smurfit Kappa, WestRock and/or
Smurfit WestRock have filed or may file with the US SEC or the FCA
in connection with the Combination.
Before making any voting or investment
decisions, investors, stockholders and shareholders of WestRock are
urged to read carefully and in their entirety, the US Registration
Statement, the US Prospectus, the US Proxy Statement, and any other
relevant documents that are filed or will be filed with the US SEC,
as well as any amendments or supplements to these documents, in
connection with the Combination when they become available, because
they contain or will contain important information about the
Combination, the parties to the Combination, the risks associated
with the Combination and related matters, including information
about certain of the parties' respective directors, executive
officers and other employees who may be deemed to be participants
in the solicitation of proxies in connection with the Combination
and about their interests in the solicitation.
The US Registration Statement, the US
Prospectus, the US Proxy Statement and other documents filed by
Smurfit WestRock, Smurfit Kappa and WestRock with the US SEC are
available free of charge at the US SEC's website at www.sec.gov. In
addition, investors and shareholders or stockholders are able to
obtain free copies of the US Registration Statement, the US Proxy
Statement and other documents filed with the US SEC by WestRock
online at ir.westrock.com/ir-home/, upon written request delivered
to 1000 Abernathy Road, Atlanta, Georgia 30328, United States, or
by calling +1 (770) 448-2193, and are able to obtain free copies of
the US Registration Statement, the US Prospectus, the US Proxy
Statement and other documents filed with the US SEC by Smurfit
WestRock or Smurfit Kappa online at www.smurfitkappa.com/investors,
upon written request delivered to Beech Hill, Clonskeagh, Dublin 4,
D04 N2R2, Ireland or by calling +353 1 202 7000. The information
included on, or accessible through, Smurfit WestRock's, Smurfit
Kappa's or WestRock's websites is not incorporated by reference
into this announcement.
Forward-Looking
Statements
This announcement and other statements made or
to be made by Smurfit WestRock, Smurfit Kappa and WestRock relating
to the Combination, include certain "forward-looking statements"
(including within the meaning of US federal securities laws)
regarding the Combination and the listing of Smurfit WestRock, the
rationale and expected benefits of the Combination (including, but
not limited to, synergies), and any other statements regarding
Smurfit WestRock's, Smurfit Kappa's and WestRock's future
expectations, beliefs, plans, objectives, results of operations,
financial condition and cash flows, or future events or
performance. Statements that are not historical facts, including
statements about the beliefs and expectations of the management of
each of Smurfit WestRock, Smurfit Kappa and WestRock, are
forward-looking statements. Words such as "may", "will", "could",
"should", "would", "anticipate", "intend", "estimate", "project",
"plan", "believe", "expect", "target", "prospects", "potential",
"commit", "forecasts", "aims", "considered", "likely", "estimate"
and variations of these words and similar future or conditional
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements. While
Smurfit WestRock, Smurfit Kappa and WestRock believe these
expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the control of Smurfit WestRock, Smurfit Kappa and
WestRock. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur. Actual results may
differ materially from the current expectations of Smurfit
WestRock, Smurfit Kappa and WestRock depending upon a number of
factors affecting their businesses and risks associated with the
successful execution of the Combination and the integration and
performance of their businesses following the Combination.
Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include:
developments related to pricing cycles and volumes; economic,
competitive and market conditions generally, including
macroeconomic uncertainty, customer inventory rebalancing, the
impact of inflation and increases in energy, raw materials,
shipping, labour and capital equipment costs; reduced supply of raw
materials, energy and transportation, including from supply chain
disruptions and labour shortages; intense competition; risks
related to international sales and operations; failure to respond
to changing customer preferences and to protect intellectual
property; results and impacts of acquisitions by Smurfit Kappa,
WestRock or, following Completion, Smurfit WestRock; the amount and
timing of Smurfit Kappa's, WestRock's and, following Completion,
Smurfit WestRock's capital expenditures; evolving legal, regulatory
and tax regimes; changes in economic, financial, political and
regulatory conditions in Ireland, the United Kingdom, the United
States and elsewhere, and other factors that contribute to
uncertainty and volatility, natural and man-made disasters, civil
unrest, pandemics (such as the COVID-19 pandemic), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent Irish, US or UK administrations; the ability of Smurfit
Kappa, WestRock or, following Completion, Smurfit WestRock, to
successfully recover from a disaster or other business continuity
problem due to a hurricane, flood, earthquake, terrorist attack,
war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event,
including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets; the potential impairment
of assets and goodwill; the scope, costs, timing and impact of any
restructuring of operations and corporate and tax structure;
actions by third parties, including government agencies; Smurfit
WestRock may be unable to achieve the synergies and value creation
contemplated by the Combination; Smurfit WestRock's availability of
sufficient cash to distribute to Smurfit WestRock shareholders in
line with current expectations; Smurfit WestRock may be unable to
promptly and effectively integrate Smurfit Kappa's and WestRock's
businesses; failure to successfully implement strategic
transformation initiatives; each of Smurfit Kappa's, WestRock's
and, following Completion, Smurfit WestRock's management's time and
attention is diverted on issues related to the Combination;
disruption from the Combination makes it more difficult to maintain
business, contractual and operational relationships; significant
levels of indebtedness; credit ratings may decline following the
Combination; legal proceedings may be instituted against Smurfit
WestRock, Smurfit Kappa or WestRock; Smurfit Kappa, WestRock and,
following Completion, Smurfit WestRock, may be unable to retain or
hire key personnel; the consummation of the Combination may have a
negative effect on Smurfit Kappa's or WestRock's share prices, or
on their operating results; the risk that disruptions from the
Combination will harm Smurfit Kappa's or WestRock's business,
including current plans and operations; certain restrictions during
the pendency of the Combination that may impact Smurfit Kappa's or
WestRock's ability to pursue certain business opportunities or
strategic transactions; Smurfit WestRock's ability to meet
expectations regarding the accounting and tax treatments of the
Combination, including the risk that the Internal Revenue Service
may assert that Smurfit WestRock should be treated as a US
corporation or be subject to certain unfavourable US federal income
tax rules under Section 7874 of the Internal Revenue Code of 1986,
as amended, as a result of the Combination; and other factors such
as future market conditions, currency fluctuations, the behaviour
of other market participants, the actions of regulators and other
factors such as changes in the political, social and regulatory
framework in which the Combined Group will operate or in economic
or technological trends or conditions.
None of Smurfit WestRock, Smurfit Kappa,
WestRock or any of their respective associates or directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any such forward-looking statements will actually occur. You are
cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with its legal or regulatory
obligations (including under the UK Prospectus Regulation, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules, the
Prospectus Regulation Rules, the UK Market Abuse Regulation and
other applicable regulations), Smurfit Kappa is under no
obligation, and Smurfit Kappa expressly disclaims any intention or
obligation, to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Offer of
Securities
This announcement does not constitute or form
part of any offer or invitation to purchase, acquire, subscribe
for, sell, dispose of or issue, or any solicitation of any offer to
sell, dispose of, purchase, acquire or subscribe for, any security,
including any Smurfit WestRock Shares expected to be issued to
Smurfit Kappa Shareholders and WestRock Shareholders in connection
with the Combination. In particular, the issuance of the Smurfit
WestRock Shares in connection with the Combination to Smurfit Kappa
Shareholders has not been, and is not expected to be, registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any other jurisdiction. The Smurfit WestRock Shares to be
issued in connection with the Combination to Smurfit Kappa
Shareholders will be issued pursuant to an exemption from the
registration requirements provided by Section 3(a)(10) of the US
Securities Act based on the approval of the Scheme to effect the
Smurfit Kappa Share Exchange under the terms of the Transaction
Agreement by the Irish High Court. Section 3(a)(10) of the US
Securities Act exempts securities issued in exchange for one or
more bona fide outstanding securities from the general requirement
of registration where the fairness of the terms and conditions of
the issuance and exchange of the securities have been approved by
any court or authorised governmental entity, after a hearing upon
the fairness of the terms and conditions of the exchange at which
all persons to whom securities will be issued have the right to
appear and to whom adequate notice of the hearing has been given.
In determining whether it was appropriate to authorise the Scheme,
the Irish High Court considered at the hearing of the motion to
sanction the Scheme under Section 453 of the Irish Companies Act
whether the terms and conditions of the Scheme were fair to Scheme
shareholders. As the Irish High Court approved the Scheme on 2 July
2024, its approval constitutes the basis for the Smurfit WestRock
Shares being issued without registration under the US Securities
Act in reliance on the exemption from the registration requirements
of the US Securities Act provided by Section 3(a)(10) of the US
Securities Act.